Sleepless in Ponyville
by Dede42
Summary: Scootaloo looks up to Rainbow Dash as both a hero and a big sister. When she learns that Apple Bloom and Sweetie Belle are going on a campout with their big sisters, she convinces Rainbow Dash to go with her, and she hopes to impress her hero. When a scary story is told on the first night, Scootaloo starts having nightmares and refuses to sleep. How will she impress Rainbow Dash?
1. Chapter 1: CAMP TRIP!

My Little Pony Friendship is Magic: Sleepless in Ponyville

A/N: Hello, world and welcome back to _MLP: Friendship is Magic!_

Sorry for the late update, but I had a haircut appointment this morning and I'm getting ready for my annual art show, which will be in November this year. It's an annual event for young folk with Autism to present their artwork, and it's a lot of fun.

Anyway, enough about real life, time to see what's going on with our favorite ponies. Onward!

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_. I just own any and all characters that I just happen create.

* * *

**CHAPTER ONE: CAMP TRIP!**

It was a bright sunny day in Ponyville and Scootaloo was getting ready to do some awesome tricks on her scooter. Her wings beating fast, she zoom through the town, the various ponies managing to get out of the way since this had happen before, even Granny Smith paused and let Scootaloo jump over her, and when the orange pegasus saw an overturned cart ahead of her, she used it as a ramp to launch herself into the air.

"Whoo-hoo!" Scootaloo cheered, letting go of her scooter for a moment so that she was flying without it, and then grabbed it once again.

Rainbow Dash, who'd just bought a drink, flew past the filly and sipped her drink. "Nice moves, kid," she complimented.

"Nice moves?" Scootaloo repeated, her eyes wide at the compliment she'd just gotten from her hero. "Rainbow Dash thinks I've got-" she began and fell out of the sky into a bale of hay. She poked her head out, startling the Bessie the cow that almost eaten her tail "…nice moves!"

Bessie rolled her eyes and mooed.

* * *

After digging herself out of the hay and retrieving her scooter, Scootaloo went to the clubhouse, where Apple Bloom and Sweetie Belle were playing checkers, and she shared with them what had happen with Rainbow Dash.

"…Then, all of a sudden, I'm airborne!" Scootaloo concluded excitedly. "And Rainbow Dash looks over and was like, "Nice moves, kid.""

Apple Bloom was impressed. "Woooow."

"She really said that?" Sweetie Belle asked.

Scootaloo nodded. "I mean, it's like she practically told me she wanted to take me under her wing," she remarked dreamily, "teach me everything she knows, and become like my big sister!"

Apple Bloom was immediately skeptical "I dunno about all that."

"It was a really nice compliment and all, but…" Sweetie Belle added uncertainly.

"I know, I know," Scootaloo said, sighing. "But all that stuff I said _could _happen, right?"

Apple Bloom nodded. "Sure."

"Absolutely," Sweetie Belle agreed.

Scootaloo went to the window and watched as Rainbow Dash flew past, wrestling clouds. "I just need to find a way to spend some time with her," she remarked wistfully, "y'know, so she can see more of my _awesomeness_."

"Well… Applejack and I are supposed to be campin' up at Winsome Falls this weekend," Apple Bloom said thoughtfully. "Normally Sunrise Blossom would come with us, but she and Twilight Sparkle were sent to the Pride Lands by Princess Celestia to help with some kind of problem being caused by creatures called hyenas. "Maybe I could get my big sis to invite Rainbow Dash, and then you could come, too!"

Scootaloo looked at her friend hopefully. "Really?!"

"Sure!" Apple Bloom agreed.

Sweetie Belle pouted. "I wanna go…"

Apple Bloom rolled her eyes. "Well, duh, of course you can go!"

"And I'll get Rarity to come too!" Sweetie Belle exclaimed, excited. "Rarity loves camping!"

* * *

However, when Rarity heard the words "camping trip" she wasn't thrilled. "I _despise _camping!" she protested. "All of that…" she shuddered "…nature."

"Applejack's going with her little sister," Sweetie Belle added with a disappointed expression. "But, y'know, if you don't wanna spend time with me…"

Rarity sighed, remembering the promise she made to do more fun stuff with her sister. "Oh, all right!" she agreed and her little sister brightened up. "Ooh! Of course I will need to find an outfit more appropriate for 'roughing it'. Ooh!" And she hurried upstairs to start packing.

Sweetie Belle beamed as Apple Bloom and Scootaloo came out of the dressing room they'd been hiding in. "See? Told you she'd wanna go," she said smugly while her friends were skeptical.

* * *

The next day, Apple Bloom and Scootaloo arrived at the edge of the forest, where Applejack was waiting for them.

"You packed bug spray?" Applejack asked her little sister.

"Yup," Apple Bloom confirmed. "You got the canteens?"

"Yup," Applejack confirmed. "Looks like we're all set then." Her jaw then dropped when Rarity arrived with a cart packed with luggage and it was being pulled by Sweetie Belle.

Rarity, wearing an outfit worthy of Marilyn Monroe or even Elizabeth Taylor with a scarf around her head, along with sunglasses covering her eyes, greeted them. "Hey!"

"Gee, Rarity, did you remember to pack?" Applejack asked sarcastically.

"Oh, well," Rarity mocked, "let's see who gets the last laugh when you're absolutely desperate to curl your lashes, and you realize you didn't bring your eyelash curler."

Applejack rolled her eyes at her friend. "Well, looks like we're all set _now_."

Scootaloo had been looking around for a certain blue pegasus, but she couldn't see her. "But what about Rainbow Dash?" she asked, worried and her wings were buzzing with concern. "Isn't Rainbow Dash coming?"

"'Course she is, sugarcube," Applejack responded. "She's gonna meet us up at our first campsite."

Scootaloo blinked and then nodded, feeling better. "Oh."

"Alright, y'all, let's move 'em out!" Applejack called out and they entered the forest, following the trail that lead to the mountain.

* * *

A/N: It's been a long time since I got to do any sort of camping. Mind you we had cabins to sleep in, but we had to sleep in sleeping bags, but we still got to cook food over a fire and have s'mores. Ok, guys, I will see you all on Wednesday with the next chapter, and if I'm late, it's because of errands and such. Bye for now! R&R everyone!


	2. Chapter 2: THE FIRST NIGHTMARE

My Little Pony Friendship is Magic: Sleepless in Ponyville

A/N: Hello, world and welcome back to _MLP: Friendship is Magic!_

Sorry for the late update, but I had a stressful morning, and I'm going to eat some chocolate to cheer myself up. Onward!

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_. I just own any and all characters that I just happen create.

* * *

**CHAPTER TWO: THE FIRST NIGHTMARE**

It took several hours, counting the few times they stopped for short rests, for the group to reach a clearing not far from the slope of the mountain.

"Oh, are we there yet?" Rarity asked for what felt like the thousandth time since their hike first started.

"The last thousand times you asked that, the answer was no," Applejack answered, annoyed. "This time, it's actually yes. There's Rainbow Dash up there right now." And sure enough, Rainbow Dash was flying around, setting up logs for them sit on, retrieving rocks from the river, and soon she had a neat sitting area set up, along with a fire pit.

Scootaloo was excited to see the blue pegasus and spoke quietly to herself. "Alright, Scootaloo, just play it cool." She then went to greet her idol. "Hey Rai-" she began, tripped on one of the logs, and was sent flying all over the clearing before landing on the ground with a loud _thud!_ She sat up, seeing stars as she clutched her head. "Hey, Rainbow Dash! What's up?" she asked once she could see straight.

Rainbow Dash raised her eyebrows at the pegasus filly and then looked at her friends. "What took you guys so long?" she asked.

"Well, _some _of us didn't pack as light as the others," Applejack answered, shooting Rarity, who was already unpacking the wagon with Sweetie Belle's help. "So we were slowed down a bit."

* * *

Over the next hour, Applejack and Apple Bloom worked together to set up a green tent for them to share, and a blue tent for Rainbow Dash and Scootaloo to share.

While this was going on, Rainbow Dash sat down on one of the logs next to Scootaloo. "Looks like you'll be sharing a tent with me, huh?" she asked.

Scootaloo nodded, trying not to show how excited she was. "Heh, if that's okay with you."

"Sure!" the blue pegasus agreed. "Long as you don't snore. You don't snore, do you?" she inquired.

"Nope. No way. Not me," Scootaloo replied. "Never snored a day or" she laughed nervously "night in my life."

Rainbow Dash beamed. "Then you and I are gonna get along just fine." She and Scootaloo jumped when there was a popping sound, and they were nearly blown away when a fancy purple tent came out of a large box that Rarity had opened. "You have _got _to be kidding me," she complained, staring at the fancy tent.

Rarity came out of the top floor, ignoring her friend. "Sweetie Belle, do be a dear and see if you can find some fresh flowers for my bedside vase," she requested, tossing a fancy purple vase down, and Sweetie Belle caught it on her back, heading off to get some flowers.

Rolling her eyes, Rainbow Dash turned to Scootaloo and Apple Bloom, and she began mimicking Rarity. "Scootaloo, do be a sweetheart and see if you can gather some firewood," she requested and the two fillies both laughed. "Seriously though," she added in her normal voice. "Can you get us some wood for the fire?"

"Of course!" Scootaloo agreed and hurried off to get some firewood.

* * *

As nighttime fell over the forest, the ponies and fillies got settled on the logs – well Rarity was on a recliner she'd brought and Sweetie Belle had fixed her some tea before joining her friends on one of the logs. Applejack was busy lighting a fire, and soon it was burning merrily.

"Okay, everybody get comfortable," Rainbow Dash instructed, hovering above the group, "'cause I'm about to tell you the best story you've ever heard."

"Is it about the time when Rarity had wings, and then they got ruined, and then you saved her from plummeting to her doom?" Scootaloo asked eagerly.

"Okay, maybe it's the _second _best story you've ever heard," the blue pegasus amended while Rarity blushed at the memory. "But probably still the scariest." She then made her voice spooky. "You like scary stories, _right_?" she asked.

Scootaloo gasped and nodded, as did her friends. "Mm-hmm."

"It all happened on a night just like this one," Rainbow Dash began, "in a forest, just like this…"

* * *

"…And then, The Olden Pony asked," and Rainbow Dash mimicked an aged voice. "_Who's got my rusty horseshoe?_"

"Not me!" Sweetie Belle yelped, clinging to Apple Bloom as there was a suspenseful pause.

"_You do_!" Rainbow Dash suddenly shouted and both Apple Bloom and Sweetie Belle screamed, falling off the log while Scootaloo was frozen in place, and the blue pegasus almost felling out of the air, laughing.

Unfreezing, Scootaloo quickly cleared her throat. "Something in my throat," she said with a nervous chuckle. "I wasn't scared at all, heheh. Good story."

"Knew _you _wouldn't be scared," the blue pegasus commented, nooging the pegasus filly. "The way you jumped that cart the other day, you're like me – fearless."

Scootaloo smiled nervously. "Yeah. Fearless," she agreed and looked around when an owl hooted nearby.

Rarity was coddling Sweetie Belle, who was shaking like a leaf. "Don't worry," she reassured her little sister, directing her toward their fancy tent. "Rarity is here to keep you safe and sound. Ooh!"

Applejack yawned. "Think it's about time for me to hit the straw," she agreed and turned to reveal that Apple Bloom was clinging to her back, trembling. "Don't you worry, little sis," she assured her sister, smiling as she entered the tent. "There's no 'Olden Pony' in our tent."

"Haa, that sure was funny, wasn't it?" Scootaloo asked with a nervous smile. "Heheh. How they were all afraid of The Olden Pony? Heh, but not me, heh!"

"That's because you're tough, just like when I was your age!" Rainbow Dash agreed and dumped a bucket of water on the fire to put it out and the pegasus filly jumped a little. "I'm hitting the sack," she added, putting the bucket down. "Come in whenever you feel like it." And she went inside the blue tent.

Soon Scootaloo was on her own and she looked around nervously. "It's, it's nothing…" she told herself. "Just my imagination…" But as the branches creaked because of the wind, she wasn't so sure and her fear began to grow. "And that isn't the thundering stomp of The Olden Pony…" and when a wolf began howling, she fled to the tent.

Scootaloo zipped the opening shut and found Rainbow Dash was already asleep, snoring loudly. Feeling a little better, she got into her own sleeping bag and began to drift off-

* * *

_Scootaloo's eyes snapped open when she heard distant muttering, and she peered out the tent, alarmed to see that the trees were now looking creepy. "I-Is anyone out there?" she asked and yelped when she heard the stamping of hooves, and she fled into the forest as the branches creak and the Olden Pony continued her mumbling._

_Scootaloo kept running and was freaked out when she heard the dreaded words, "Who got my rusty horseshoe?" She put on an extra burst of speed and soon came to a clearing. She looked around and jumped when she felt something poke her in the back and jumped, snapping a branch off a tree that she'd backed into._

_Scootaloo sighed with relief and turned to find herself face-to-face with The Olden Pony!_

"_Who's got my rusty horseshoe?" the Olden Pony demanded and the pegasus filly fled, unaware that Princess Luna was walking through the forest, following her._

_Returning to the tent, __Scootaloo was panting and on the verge of tears as she tried to wake up the blue pegasus. "Rainbow Dash–?"_

_Suddenly, the Olden Pony sat up and shrieked, "__You do!"_

* * *

Scootaloo woke with a loud yelp and looked next to her. Seeing that Rainbow Dash was still there and snoring, she realized that she'd been dreaming.

Too scared to go back to sleep, Scootaloo began to do nervous humming for the rest of the night.

* * *

A/N: Poor, Scootaloo, having a bad dream and no pony to talk to about it. Ok, I'm going to be busy over the weekend, but I will post a chapter on Friday, and I will see you all later. Bye for now! R&R everyone!


	3. Chapter 3: REFUSING TO SLEEP

My Little Pony Friendship is Magic: Sleepless in Ponyville

A/N: Hello, world and welcome back to _MLP: __Friendship is Magic!_

Yes, I am back with the next chapter and I have to be quick about posting this since I have work in a little bit. Onward!

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_. I just own any and all characters that I just happen create.

* * *

**CHAPTER THREE: REFUSING TO SLEEP**

When the sun rose the next morning, Applejack and Apple Bloom were packing up while Sweetie Belle and Rarity were finishing their breakfast. In their tent, Rainbow Dash woke up with a yawn and she was perplex by the humming that was coming from Scootaloo.

"What's that noise?" Rainbow Dash wondered. "Is there a bug in here?" She sighed and bumped the filly's shoulder with one hoof before stretching as the humming ended. "I dunno about you, but I slept like a filly."

"Best night ever," Scootaloo agreed, her eyes blood-shot from the lack of sleep.

"Glad you're rested up," said the blue pegasus, oblivious to the frazzled condition of the pegasus filly, "because we've got a _long _trek ahead. Totally gonna be worth it when we get to Winsome Falls." And she exited the tent.

"Yeah… Totally…" Scootaloo agreed, and one of her eyes was twitching, hinting that she wasn't fine.

* * *

Later that day, the group was following the path and Rarity was reclining on her fancy chair as Sweetie Belle shoved it from behind while pulling the cart, and a drop of her sweat landed on her big sister.

"Ohh… Am I sweating?" Rarity asked, alarmed. "Oh! _I think I'm sweating_!" She then saw how hard her sister was sweating and changed her tune. "Oh, uh, but it's absolutely worth it to get to spend time with my little sister," she added quickly and then eyed the cart. "It's just that this cart feels like it's getting heavier all the _time_!" Unknown to her, Scootaloo was fast asleep on the luggage pile, hidden from view.

Applejack, who was ahead with Apple Bloom and Rainbow Dash, scowled at them. "I don't care if that's cart's as heavy as a pack of mules," she stated. "If we don't get a move on, it'll be dark before we get to the campsite!"

Scootaloo woke up with an alarmed gasped. "Dark?!" she yelped, grabbing her scooter and helmet, and zoomed past them, her wings buzzing. "I'll just ride ahead and make sure the path is clear. We don't wanna be out here after dark, right?" she asked quickly.

Rainbow Dash shrugged. "Doesn't matter to me."

"Well, y'know," Scootaloo said in a hushed tone as she nodded toward Sweetie Belle and Apple Bloom, "it's for the scaredy-ponies, heheh." And when the blue pegasus nodded in agreement, she went ahead on her scooter.

* * *

Speeding ahead, Scootaloo was hoping that the wind whipped up with how fast she was going would keep her away, but soon enough she was yawning and nearly fell asleep when her scooter went over a rock in the path that made her wake up with a gasp. "Don't fall asleep now…" she reminded herself. "We've got to get to that campsite before dark…" She then fell asleep and was snoring.

Fast asleep and still moving, Scootaloo was unaware as she went off the path, bonking the head of a crocodile, stealing a fish from a bear, and she only woke up when she heard Rarity's voice from above and found herself lying on a bush.

"That's why it's always important to bring your own trunk on any public outing."

Scootaloo gasped and hurried back up onto the path after retrieving her scooter. "Um… don't come this way!" she warned, nodding to the bushes. "Take the path! It's, heh, way better than going through the bushes."

* * *

An hour later, Scootaloo was walking alongside Applejack and when a twig snapped, the pegasus filly yelped and shot into the sky, clinging to a cloud until a part of it went poof, and she crashed back into the ground, creating a hole shaped like her.

Applejack peered into the hole at the pegasus filly. "You're more nervous than a worm in an apple on cider making day," she remarked. "What gives, Scootaloo?"

Scootaloo poked her head out of the hole and laughed nervously. "Heh, nothing, just thought I heard something, aheh." Just then, an owl hooted, and she yelped, skidding backwards a way.

"You sure you're okay?" Applejack asked, concerned. "You seem a little jumpy."

"Just getting my exercise!" Scootaloo said quickly. "You know how important it is to stretch out those hindquarters every so often, aheh." She jumped again when she heard a frog croaking, and she hurried ahead to catch up with Sweetie Belle and Rarity. "Uh, d-do you need a little help?" she asked, trying and failing to hide her nervousness.

"That's so sweet, thank you," said Rarity while Sweetie Belle put the harness on the pegasus filly's back.

Scootaloo grunted as she began pulling the wagon while they went ahead. "Um… what are friends for?"

* * *

Night had fallen by the group had reached the second campsite, and Applejack nodded to a nearby cave.

"No need for tents tonight, y'all," she informed them. "We'll just take shelter in that cave."

"All _right_!" Rainbow Dash exclaimed, thrilled. "A deep, dark cave! Perfect for the story I've got for tonight. All we need is a campfire, and we're good to go." She then looked at Scootaloo expectedly.

Scootaloo gulped and nodded nervously. "Uh, of course…" she agreed uneasily while glancing at the tress and heard a wolf howling. "I'll be right back with lots of firewood from the deep… dark… not-scary-at-all forest!" She then went toward the forest.

"Thanks."

* * *

When she reached the back of the wagon, Scootaloo duck behind it while staring at the forest, and she was breathing heavily. "Okay," she told herself with a sigh when she saw a small pile of branches not too far from her location. "I can do this. On the count of three, I get those branches. One… two… three!" She tried to move, but she was trembling, and she sighed again nervously. "Here, branches branches branches…" she called out, waving at them.

"Bbbbrrr! Hoo-wee!" Applejack exclaimed, trying to keep warm. "It's colder than a timberwolf's toenail. Bbbrr! Where's that Scootaloo?"

Getting up enough nerve, Scootaloo did some panicked laughter as she ran forward and snatched up the pile of branches. She raced back to the fire pit and dropped them inside. "Here you go!"

Rainbow Dash stared at the small pile of wood. "That's _it_?"

"It's all I could find," Scootaloo said quickly, "'cause, y'know, there aren't that many trees around here!"

"It's all we need," Applejack assured the pegasus filly. "Why don't you sit with Rainbow Dash for a while?" she suggested and Scootaloo hurried over to sit with the blue pegasus while she went to work and soon enough, she had a fire going.

* * *

Once that was done and everypony was settled, Rainbow Dash spoke up. "Now, where was I?" she asked, rubbing her hooves together before continuing in a spooky voice. "Oh yeah, the scary part." and she laughed evilly.

"Hey, I have an idea!" Scootaloo said quickly. "How about I tell tonight's story?" she offered.

"Alright," the blue pegasus agreed reluctantly, "just make sure it's a horrible one."

Scootaloo nodded and began her story. "There once was a really really nice pony who lived in a bright and sunny land," she intoned while her friends and their older siblings all looked bored, "where there are rainbows every day, and lots and lots of happy friends, and-"

"No offense," rainbow dash interrupted her, "but it's not a real campfire story unless somepony's shaking." She then used her spooky voice. "I've been told that these very woods are haunted…" and Scootaloo gulped. "…by The _Headless Horse_! It gallops only at night-"

"If it doesn't have a head, then how in tarnation does this pony know where it's goin'?" Applejack inquired.

"It's headless, not _brainless,"_ said the blue pegasus repeated, and she was a little annoyed before resuming her story in the same spooky tone. "…looking for little lost ponies-"

"So where's its brain?" Applejack asked, enjoying that fact that she was annoying her sis.

"Ugh," Rainbow Dash groaned, and then began speaking spookily again. "Fear was dripping from the air…"

* * *

It was late by the time Rainbow Dash reached the end of the story, still speaking spookily "…and they were never heard from ever again!"

Sweetie Belle gasped fearfully. "Never?"

"_Never,_" the blue pegasus repeated spookily.

Just then, the fire sparked and both Apple Bloom and Sweetie Belle screamed, clinging to their big sisters, and then all four were laughing while poor Scootaloo was trembling like a leaf.

"Don't worry, you'll be safe with me tonight," Rarity reassured Sweetie Belle and nodded to her tent, which she'd insisted on having set up inside the cave.

"It's not time for bed yet, is it?" Scootaloo asked, alarmed.

Applejack nodded. "'Fraid so, Scootaloo."

"Uh, but we haven't even sung any campfire songs yet!" Scootaloo pointed out.

Perking up at the word 'song', Sweetie Belle leapt onto a nearby rock. "You don't have to ask me twice!" she declared and then she began singing out of rhythm and out of tune. "Ninety-nine buckets of oats on the wall, ninety-nine buckets of oats! Take one down…"

* * *

An hour later, Sweetie Belle was still singing and while Scootaloo was wide awake with a big grin, Apple Bloom, Applejack, Rainbow Dash, and Rarity were on the verge of falling asleep "pass it around, you got eighty-one buckets of oats on the wall…"

* * *

Another hour pass and Sweetie Belle was still singing while the other ponies were all asleep except for Scootaloo "forty-one buckets of oats! Take one down, pass it around you got forty" she paused when she began to fall asleep and then resumed singing "buckets of oats on the wall!"

* * *

"…buckets of oats!" Sweetie Belle sang, reaching the end of the song. "Take one down, pass it around, you've got zero buckets of oats on the _waaaaaaaalllllll_!" And she sang so loudly that she woke up Applejack, Apple Bloom, Rarity, and Rainbow Dash, making their hair stand on end, and even Scootaloo jumped, having almost fallen asleep. Pleased with her song, Sweetie Belle fell over and went to sleep, snoring.

Rarity magically picked up her sister as she and the other ponies all yawned. "Good night, Sweetie Belle," she said tiredly, carrying her sister into the cave and toward the tent.

"Good night, y'all," said Applejack, following them.

Apple Bloom nodded sleepily. "Good night, y'all."

"Sleep tight," Rainbow Dash agreed as they entered the cave.

"Oh, just one more song!" Scootaloo pleaded and reluctantly entered the cave. "Anyone?" she asked hopefully. "How about a dance contest? I know you love to cut a rug, so how 'bout we mess up a cave floor? I have a brilliant idea! Hide and seek! Who's with me?"

Apple Bloom yawned and shook her head. "Maybe tomorrow." And she went to sleep.

Scootaloo pouted. "Aww."

"Seems like you don't really wanna go to sleep tonight," Applejack remarked, concern in her voice. "Is there some reason why?"

"Pfft, of course not!" Scootaloo scoffed. "I just _love _camping and hanging out with Rainbow Dash so much that I don't wanna waste a single minute with sleep!" She then yawned. "Heh, silly sleep."

"That's cool and all, Scoot," said Rainbow Dash, putting ear plugs in he ears, "but this pony needs her shut-eye and she needs it now!" She then laid down in her sleeping bag and went to sleep.

Scootaloo looked around and realized that they were all asleep except for her. "Ugh, this is so unfair…" she complained and yawned as she sat down on her sleeping bag. "I'm falling asleep…" she mumbled before curling up in a ball and began snoring softly to the water dripping from the ceiling.

* * *

A/N: Poor, Scootaloo, if only she had told the other ponies the truth, then they would be able to help her. I will see you all on Monday with the next chapter. Bye for now! R&R everyone!


	4. Chapter 4: THE SECOND NIGHTMARE

My Little Pony Friendship is Magic: Sleepless in Ponyville

A/N: Hello, world and welcome back to _MLP: Friendship is Magic!_

I know that this is a bit later then normal for me to post, but I had a busy morning and I'm dealing with a cold (sneezes) See what I mean? Anyway, let's focus on how Scootaloo is doing. Onward!

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_. I just own any and all characters that I just happen create.

* * *

**CHAPTER FOUR: THE SECOND NIGHTMARE**

_Scootaloo walked through the creepy forest and when she heard something she stopped, but the hoofbeats didn't stop when she did. She first checked her own hoof when the hoofbeats got closer, and she realized that she was being followed!_

_She started walking again and the hoofbeats continued following her. She started running and so did the hoofbeats. Whatever it was, it was following her _and_ it was getting closer. She fully ran outright through the forest, determined to escape, and the owner of the hoofbeats followed her._

'_It's the Headless Horse!' Scootaloo thought fearfully, and she was starting to lose speed and was gasping for breath. "__If The Headless Horse catches me, I'm never gonna be heard from again! And _I wanna be heard from_!" She then tripped and went tumbling down a hillside. "Woah, woaaah! Ugh!" she grunted and sat up when she heard the hoofbeats getting closer. "Woah!" she yelped when the Headless Horse appeared above her, and she backed into a dead end._

_She was trapped!_

"_It's all over!" Scootaloo wailed as the Headless Horse raised its' forelegs, and she cried hysterically__. "Aahh!"_

_Just as the Headless Horse was about to pounce, a white light shot out of the full moon and froze it in place. "A warm welcome to you, Scootaloo," said the voice of Princess Luna and the Headless Horse went __poof as she appeared._

"_Princess Luna!" Scootaloo exclaimed, surprised and relieved to see the Princess. "I thought you were The Headless Horse!"_

"_You were mistaken," said Princess Luna, "but I hope not disappointed."_

_Scootaloo got up and hurried over to the Princess. "You are so, so much better than The Headless Horse," she stated. "But what are you doing here? Shouldn't you be in Canterlot?"_

"_I am the princess of the night," the Princess explained. "Thus it is my duty to come into your dreams."_

"_Oh, yeah…" said Scootaloo and then some became confused. "Wait, is this just a dream? But it feels so real!" She touched the air with her hoof and gasped when there was a reverberating drumbeat as the air rippled._

_Princess Luna waited until the vibrating air stopped. "I assure you that you are asleep," she told the pegasus filly. "But when you awake, the thing that frightens you most will still exist."_

_Scootaloo swallowed nervously, trying to guess what that was. "Eh… The Headless Horse?" she guessed._

"_Hmmm… Is The Headless Horse _really _what frightens you the most?" the Princess inquired._

_Scootaloo shook her head sadly. "Mm-mm. I'm afraid Rainbow Dash will find out I'm not as tough as she thinks I am," she confessed._

"Everypony_ has fears, Scootaloo," Princess Luna pointed out. "Everypony must face them in their own way. _But_ they must be faced, or the nightmares will continue."_

_Scootaloo let out a nervous whine that caused the air to start vibrating and the rocks started tumbling as the dream started fading away._

"_Face your fears__!" Princess Luna called out as she disappeared with the dream._

* * *

"-Princess Luna?!" Scootaloo yelped and sat up. Looking around, she sighed when she found herself awake and in the cave. "It was just a dream." But as she listened to the water dripping, she remembered something from the dream, and she gasped fearfully, getting up. "But The Headless Horse isn't!" she yelped, looking around frantically. "Rainbow Dash said it lives _here_, in _these very woods_!"

Just then, a distant whinnying started up and the pegasus filly jumped, her heart filling with fear. "It's the wicked whinny of The Headless Horse!" she cried, grabbing her scooter and helmet. Her wings motoring, she shot out of the cave, missing out on Rainbow Dash turning over in her sleep and letting out a whinny-like snoring.

* * *

Scootaloo sped through the forest, panting with fear. "So it's a horse without a head… which means it doesn't have a mouth…" she gasped "and if it doesn't have a mouth, then… it's not a horse-eat-pony kind of horse… but still… it's a horse _without a head_!" Spotting a ledge ahead, she tried to stop her scooter, the tires screeching, and she lost control.

"Whoa, whoa!" she yelled as she went flying over the ledge and toward the river below. However, she managed to grab a branch and began whining as the river rushed below her. "Hello?!" she called out. "Is any pony out there? Any pony except The Headless Horse?"

Unfortunately, the branch began cracking, and Scootaloo fell toward the river, screaming. "Heellllp-" She landed with a splash and disappeared under the water. Resurfacing further down, she gasped for breath and splashing frantically when she saw that she was heading for a waterfall. Unable to get to shore, she ended up going over the waterfall.

With a sudden whoosh, Rainbow Dash caught the pegasus filly in her forelegs. "I gotcha!"

"Rainbow Dash!" Scootaloo exclaimed, relieved when the blue pegasus landed on the shore. "Is that you? Thank you, thank you!"

"What were you doing out here in the middle of the night?!" Rainbow Dash demanded.

Scootaloo hesitated for a moment and then Princess Luna's words were echoing through her mind. _`"It is time for you to face your real fear, Scootaloo!"`_ She then sighed and confessed. "I'm so, so sorry, Rainbow Dash!" she cried. "I just wanted you to hang out with me and see how cool I was so you'd take me under your wing, teach me everything you know, and become like my big sister!" She took a breath. "But then you started telling those spooky stories and I got scared! I thought I heard The Headless Horse so I ran out here by myself, and…" she began crying …well, I guess you know the rest." And she began sniffling.

Rainbow Dash stared at the pegasus filly and she also sighed. "Hey, I'm gonna tell you something, but if you ever tell any pony else, I'm gonna deny it," she told her. "First time I heard those stories… I was scared too."

"You were?" Scootaloo asked.

The blue pegasus nodded. "Sure! I mean, I got over it because I realized pretty quick that if there _was _such thing as a Headless Horse, I could totally take it on," she added. "So, you're looking for somepony to take you under their wing, huh?"

Scootaloo nodded. "Mm-hmm."

Rainbow Dash smiled. "Yeah, I might be up for something like that."

"_Really_?" Scootaloo asked eagerly.

The blue pegasus used her wing to pull the pegasus filly close. "As long as you don't go falling into any more rivers in the middle of the night," she ordered.

Scootaloo giggled. "It's a deal!"

* * *

A/N: Well, Scootaloo took Princess Luna's advise seriously and everything has worked out. I will see you all on Wednesday with the next chapter. Bye for now! R&R everyone!


	5. Chapter 5: HAPPY ENDING

My Little Pony Friendship is Magic: Sleepless in Ponyville

A/N: Hello, world and welcome back to _MLP: Friendship is Magic!_

It's now October, which means that I can start getting ready for Halloween, which is one of my favorite seasons! Yippee!

(Sneezes) Yeah, I still got that cold and I have an important announcement at the end of this chapter, which is the final chapter for this story. Onward!

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_. I just own any and all characters that I just happen create.

* * *

**CHAPTER FIVE: HAPPY ENDING**

The next morning, the group, after taking turns hauling the wagon that held all of Rarity's stuff, finally reached the Winsome Falls, which were large waterfalls made out of liquid rainbows. Removing the harness from her back, Sweetie Belle walked toward the falls, and then turned to the others, with a big smile on her face.

"I call sister teams!" she announced. "Last herd to make it to the falls is a moldy carrot!"

Rarity groaned as she walked toward her little sister. "Ugh, if you insist," she complained and then giggled. "It is _so_ on!" And both she and Sweetie Belle ran toward the falls, with Applejack and Apple Bloom chasing after them.

Rainbow Dash watched them go and then glanced at Scootaloo. "They think _they _can beat the two of _us_?" she asked with a grin, and Scootaloo grinned in return.

With her wings fluttering, Rainbow Dash carried Scootaloo on her hoof as they flew after the two teams, zipping passed them, and they reached the falls first. For the rest of the day, the group had fun at the falls, playing all kinds of games, and Scootaloo wrote a letter to send to Princess Celestia when they got back to Ponyville about the lesson she'd learned.

* * *

_Scootaloo was trotting along a path in the forest and it was nighttime. Unknown to her, a shadowy figure had come out of hiding from the shadow of a tree, and it was now following her._

"_Who's got my rusty horseshoe?" the Olden Pony demanded, making the pegasus filly jump at first, and when she turned to face the old pony, a familiar voice spoke up._

"_Here it is, for pony's sake," Rainbow Dash said with an annoyed expression as she tossed a rust horseshoe to the old pony. "Now take it and stop all your moaning."_

_The Olden Pony stared at the rusty horseshoe for a moment and then she put the horseshoe on. "Thank you, and have a nice day," she said pleasantly, trotting off._

_Rainbow Dash joined Scootaloo and they were grinning at each other, when the pegasus fill heard a soft chuckle._

_Scootaloo turned and saw Princess Luna standing among the trees, smiling with approval._

* * *

_The Princess of the Night then exited the dream and went to monitor the dreams of the other ponies. As she did this, checking on dreams that had the possibility of becoming nightmares, she heard a soft echoing sobbing, and she traveled the dream world, searching for the source._

* * *

_Eventually Princess Luna found the source of the sobbing. It came from one of the many dream orbs that floated in the dream world, and she stepped closer, but she didn't enter it right away._

_In the orb was an image of a glass bottle with a silver unicorn with long pale blue hair, and green eyes. Tears were streaming down her face and into a small puddle, which indicated just how long she'd been crying, and it sounded as if she was losing hope the way she was crying._

_`"Why is she doing this?"` the unicorn wondered, sniffling. `"Why, _why_ is my aunt trying to harm the ponies of Equestria?"`_

_Hearing these words, Princess Luna touched the orb with her horn and she entered the dream. "Hello," she said politely._

_The unicorn looked up and she yelped, jumping to her hooves and backed away until she backed into the side of the bottle. "W-w-who are you?" she asked fearfully. "H-how did you get inside the bottle?"_

"_I am Princess Luna," the Princess answered. "I am in your dream. Who are you?" she inquired, having never seen this particular unicorn before in both the waking world and this was the first time she'd seen her in the dream realm._

"_M-my name is Silver Star," the unicorn answered. "Are – are you one of the princesses of Equestria?" she asked._

_Princess Luna nodded, realizing that this unicorn's name was familiar. "Yes, I am the Princess of the Night," she responded. "I watch over the dream realm, and this is the first time I have seen one of your dreams, Silver Star."_

"_Really?" Silver Star blinked and considered this. "Well, maybe it has to do with the spell that's keeping me inside this bottle."_

"_Why are you inside a bottle?" Princess Luna questioned, her suspicious aroused by this turn of events._

_Silver Star sighed and sat down, her ears drooping. "I've spent most of my life in this bottle," she explained. "My aunt sealed me in it once I was able to walk, and she told me she was keeping me in here to keep me safe. But I know she's keeping me prisoner for some dark purpose, a purpose meant to do harm to Equestria if she's ever successful."_

'_If her aunt is who I think it is, then I will need to alert my sister as soon as possible,' the Princess thought. "Silver Star, who is your aunt?"_

"_Her name is Shadow Star," Silver Star answered, her eyes bright with unshed tears. "She killed my parents when I was a baby, and I've been her prisoner ever since. Please, Princess, if you can help stop my aunt from taking over Equestria, then please stop her, _please_!'_

"_Do not fear, Silver Star," Princess Luna reassured her. "I will alert my sister, Princess Celestia, and we will find a way to stop Shadow Star and help you regain your freedom."_

_Silver Star smiled, feeling hope for the first time in a _long_ time, and then the air around them started to ripple. "What's going on?" she asked, alarmed._

"_You are waking up, Silver Star," the Princess of the Night informed her as the dream continued fading, and she began her retreat. "But do not fear, for the day will come when you will able to walk on real dirt once again."_

* * *

Silver Star woke with a gasp and looked around for the dark blue Princess. Seeing only the bottle that'd been her prison for so long, she sighed, realizing that she'd been dreaming.

'_But she said she really _was_ a Princess of Equestria,'_ she thought, stretching and standing up to peer through the glass to see what her aunt was up to._ 'And two years ago, I heard my aunt talking about the return of Nightmare Moon and her being freed of her evil by seven ponies welding the Elements of Harmony.'_ Hoping that the Alicorn that visited her dream was real, she resumed observing her aunt for some clue of how to stop her once and for all.

* * *

A/N: Why is Shadow Star keeping her own niece trapped in that bottle? That question will have to wait, and if you've been wondering who has been trapped in the bottle this whole time, now you know.

Ok, here is the announcement: Because I have back-to-bac shifts at the movie theater tomorrow morning and Friday morning, I will not be able to post the start of the next episode until Monday. I know that it's an inconvenience, but that is how real life works, and so I will see you all on Monday. Bye for now! R&R everyone!


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